Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, GB&T Bancshares, Inc. ("GB&T") and SunTrust Banks, Inc. ("SunTrust") entered into an Agreement and Plan of Merger dated as
of November 2, 2007 (the "Agreement"). The Agreement provides that GB&T will merge with and into SunTrust, with SunTrust continuing as the surviving entity (the "Merger"), and that each issued
and outstanding share of GB&T common stock (excluding shares owned by GB&T or SunTrust) will be converted into the right to receive 0.1562 shares of SunTrust common stock (the "Exchange Ratio"). Cash
will be paid in lieu of fractional shares.
The
Agreement also provides that each issued and outstanding option to purchase shares of GB&T common stock will be converted into an option to purchase the number of whole shares of
SunTrust common stock equal to the number of shares of GB&T common stock subject to the stock option multiplied by the Exchange Ratio (rounded down to the nearest whole share). The exercise price per
share of the SunTrust stock option will equal the exercise price for the GB&T stock option divided by the Exchange Ratio.
The
Agreement is included as Exhibit 2.1 to this report and contains customary representations and warranties that GB&T and SunTrust made to each other. The Agreement should not
be read alone, but should instead be read together with the other information regarding the companies and the Merger that will be contained in, or incorporated by reference into, the Proxy
Statement/Prospectus that the parties will be filing in connection with the Merger, as well as in GB&T's Forms 10-K, Forms 10-Q, Forms 8-K and other filings, and
SunTrust's Forms 10-K, Forms 10-Q, Forms 8-K and other filings, that each of GB&T and SunTrust respectively make with the Securities and Exchange Commission (the
"SEC").
The
Agreement contains customary covenants of GB&T and SunTrust, including, among others, covenants by GB&T to conduct its business in the ordinary course between the signing of the
Agreement and completion of the Merger, and to maintain and preserve its business organizations and relationships during such period.
In
the Agreement, GB&T has agreed to call a meeting of its shareholders for the purpose of obtaining the requisite shareholder approval required in connection with the Merger. SunTrust
is not required to obtain shareholder approval of the Merger. GB&T has also agreed not to (1) solicit proposals relating to alternative business combination transactions, (2) subject to
certain exceptions consistent with the
fiduciary duties of the GB&T Board of Directors, participate in discussions or negotiations concerning alternative business combination transactions or (3) enter into any agreement regarding
any alternative business combination transaction.
Concurrently
with the signing of the Agreement, certain shareholders beneficially owning approximately 8.0% of GB&T's issued and outstanding common stock executed voting agreements with
SunTrust pursuant to which those shareholders agreed to vote their shares in favor of the Merger at the GB&T shareholder meeting.
The
Agreement contains certain termination rights for GB&T and SunTrust and provides that, upon termination of the Agreement under specified circumstances, GB&T will be required to pay
SunTrust a termination fee of $6 million.
The
completion of the Merger, which is currently anticipated to occur in the second quarter of 2008, is subject to a number of conditions, including (i) approval by GB&T's
shareholders, (ii) authorization for listing on the New York Stock Exchange of the shares of SunTrust common stock to be issued to GB&T shareholders in the Merger, (iii) effectiveness of
the Form S-4, (iv) approval by all necessary regulatory authorities, (v) the absence of any order, injunction or decree or other legal restraint or prohibition
preventing the consummation of the Merger, (vi) subject to certain exceptions and materiality standards, the accuracy of the representations and warranties of the parties,
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(vii) material
compliance of the parties with their obligations under the Agreement and (viii) the delivery of customary tax opinions from counsel to GB&T and counsel to SunTrust.
The
foregoing descriptions of the Merger and the Agreement do not purport to be complete and are qualified in their entirety by reference to the Agreement, which is filed as
Exhibit 2.1 hereto and is incorporated herein by reference.
Where You Can Find Additional Information About The Merger
The proposed Merger will be submitted to GB&T's shareholders for consideration. SunTrust will file a Form S-4 Registration Statement,
GB&T will file a Proxy Statement and both companies will file other relevant documents regarding the Merger with the SEC. GB&T will mail the Proxy Statement/Prospectus to its shareholders.
These documents, and any applicable amendments or supplements, will contain important information about the Merger, and SunTrust and GB&T urge you to read these documents when they become available.
You
may obtain copies of all documents filed with the SEC regarding the Merger, free of charge, at the SEC's website (www.sec.gov). You may also obtain these documents free of charge
from SunTrust's website (www.suntrust.com) under the heading "About SunTrust" and then under the heading "Investor Relations" and then under the item "Financial and Regulatory Filings." You may also
obtain these documents, free of charge, from GB&T's website (www.gbtbancshares.com) under the section "Corporate Info" and then under the item "Corporation Information" and then under the item
"Documents."
Participants in The Merger
SunTrust and GB&T and their respective directors and executive officers may be deemed participants in the solicitation of proxies from GB&T's shareholders in
connection with the Merger. Information about the directors and executive officers of SunTrust and GB&T and information about other persons who may be deemed participants in the Merger will be
included in the Proxy Statement/Prospectus. You can find information about SunTrust's executive officers and directors in its definitive proxy statement filed with the SEC on March 2, 2007. You
can find information about GB&T's executive officers and directors in its definitive proxy statement filed with the SEC on April 18, 2007. You can obtain free copies of these documents from the
websites of SunTrust, GB&T or the SEC.
Forward-Looking Statements
Information set forth in this filing contains forward-looking statements, which involve a number of risks and uncertainties. GB&T cautions readers that any
forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking
statements include, but are not limited to, statements about the anticipated effective time of the Merger. The following factors, among others, could cause actual results to differ from those set
forth in the forward-looking statements: the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; and the failure of GB&T's shareholders to approve the
transaction. Additional factors that may affect future results are contained in GB&T's and SunTrust's filings with the SEC, which are available as described herein. GB&T disclaims any obligation to
update and revise statements contained in these materials based on new information or otherwise.